Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2021March 31, 2022

 

or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________________ to ________________

 

Commission File Number: 001-38561

 

HyreCar Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

47-2480487

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

355 South Grand Avenue,915 Wilshire, Suite 16501950 Los Angeles, CA

 

9007190017

(Address of principal executive offices)

 

(Zip Code)

 

(888) 688-6769

(Registrant's telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.00001 per share

 

HYRE

 

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

☐ 

 

Accelerated filer

☐ 

Non-accelerated filer

☒ 

 

Smaller reporting company

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

As of November 9, 2021,May 13, 2022, the registrant had 21,509,375 shares21,800,913 shares of common stock, $0.00001 par value per share, issued and outstanding.

 



 

 

 

 

 

 

Table of Contents

 
   
  

Page No

   

Cautionary Note Regarding Forward-Looking Statements and Industry Data

ii

PART I - FINANCIAL INFORMATION

1

Item 1.

Consolidated Financial Statements (Unaudited)

1

 

Consolidated Balance Sheets as of September 30, 2021March 31, 2022 and December 31, 20202021

1

 

Consolidated Statements of Operations for the Three and Nine months ended September 30,March 31, 2022 and 2021 and 2020

2

 

Consolidated Statement of Stockholders' Equity (Deficit) for the Three and Nine months ended September 30,March 31, 2022 and 2021 and 2020

3

 

Consolidated Statements of Cash Flows for the Three and Nine months ended September 30,March 31, 2022 and 2021 and 2020

4

 

Notes to Consolidated Financial Statements

5

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

13

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

2120

Item 4.

Controls and Procedures

2221

   

PART II - OTHER INFORMATION

2322

Item 1.

Legal Proceedings

2322

Item 1A.

Risk Factors

2322

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

2322

Item 3.

Defaults Upon Senior Securities

2423

Item 4.

Mine Safety Disclosures

2423

Item 5.

Other Information

2423

Item 6.

Exhibits

2423

Signatures

2524

 

i

 

 

NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:

 

 

the impacts of COVID-19, or other future pandemics on our business, results of operations, financial position and cash flows;

 

 

our ability to effectively manage our growth and maintain and improve our corporate culture;

 

 

the potential benefits of and our ability to maintain, our relationships with ridesharing companies, and to establish or maintain future collaborations or strategic relationships, and from time to time to obtain additional funding;

 

 

our marketing capabilities and strategy;

 

 

our ability to maintain a cost-effective insurance program;

 

 

our industry isbeing in the early stages of growth;

 

 

our history of operating losses, and the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

 

 

our investments in new and enhanced products and offerings, and the effect of these investments on our results of operations;

 

 

our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals;

 

 

our competitive position, and developments and projections relating to our competitors and our industry;

 

 

our estimates regarding expenses, future revenue, capital requirementsability to manage risks related to technology systems and needs for additional financing;security breaches;

 

 

the outcome of pending, threatened or future litigation; and

 

 

our ability to comply with existing, modified, or new laws and regulations applying to our business.business;

those factors discussed in “Part II, Item IA. Risk Factors” in this Quarterly Report on Form 10-Q.

 

All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the "SEC") could materially and adversely affect our business, prospects, financial condition and results of operations. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.

 

This Quarterly Report on Form 10-Q may include market data and certain industry data and forecasts, which we may obtain from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications, articles and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. While we believe that such studies and publications are reliable, we have not independently verified market and industry data from third-party sources.

 

References to HyreCar

 

Throughout this Quarterly Report on Form 10-Q, the “Company,” “HyreCar,” “we,” “us,” and “our” refers to HyreCar Inc. and “our Board of Directors” refers to the Board of Directors of HyreCar Inc.

 

ii

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements

HYRECAR INC.

HYRECAR INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

September 30,

 

December 31,

  

March 31,

 

December 31,

 
 

2021

  

2020

  

2022

  

2021

 

Assets

  

Current assets:

  

Cash and cash equivalent

 $16,743,483  $4,923,515 

Cash and cash equivalents

 $7,977,260  $11,499,136 

Restricted cash

 1,593,060  0  2,994,542  3,248,271 

Accounts receivable

 155,512  109,366  405,893  162,586 

Deferred offering costs

 0  33,164 

Insurance deposits

 2,211,625  749,454 

Insurance and security deposits

 140,564  95,000 

Other current assets

  886,386   313,812   870,959   1,061,520 

Total current assets

  21,590,066   6,129,311   12,389,218   16,066,513 
  

Property and equipment, net

 6,023  8,425  4,654  5,265 

Intangible assets, net

 24,625  80,031  574,898  372,592 

Other assets

  0   95,000 

Right of use assets

  939,706   0 

Total assets

 $21,620,714  $6,312,767  $13,908,476  $16,444,370 
  

Liabilities and Stockholders' Equity (Deficit)

 

Liabilities and Stockholders' Equity

 

Current liabilities:

  

Accounts payable

 $3,662,728  $2,275,559  $7,044,065  $5,567,233 

Accrued liabilities

 6,277,940  4,359,348  2,252,427  2,877,438 

Insurance reserve

 1,963,609  2,113,039  2,105,773  2,330,190 

Note payable, current portion

 0  1,554,548 

Right of use liabilities (current)

 329,625  0 

Deferred revenue

  42,819   76,059   50,846   52,192 

Total current liabilities

  11,947,096   10,378,553   11,782,736   10,827,053 
  

Note payable, net of current portion

  1,999,175   444,627 

Right of use liabilities

  656,618  0 

Total liabilities

  13,946,271   10,823,180   12,439,354   10,827,053 
  

Commitments and contingencies (Note 3)

    

Commitments and contingencies

    
        

Stockholders' equity (deficit):

 

Preferred stock, 15,000,000 shares authorized, par value $0.00001, 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively

 0  0 

Common stock, 50,000,000 shares authorized, par value $0.00001, 21,448,432 and 17,741,713 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively

 214  177 

Stockholders' equity:

 

Preferred stock, 15,000,000 shares authorized, par value $0.00001, 0 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively

 0  0 

Common stock, 50,000,000 shares authorized, par value $0.00001, 21,761,283 and 21,609,409 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively

 218  216 

Additional paid-in capital

 74,600,606  39,725,445  76,986,139  75,806,853 

Accumulated deficit

  (66,926,377)  (44,236,035)  (75,517,235)  (70,189,752)

Total stockholders' equity (deficit)

  7,674,443   (4,510,413)

Total liabilities and stockholders' equity (deficit)

 $21,620,714  $6,312,767 

Total stockholders' equity

  1,469,122   5,617,317 

Total liabilities and stockholders' equity

 $13,908,476  $16,444,370 

 

See accompanying notes to the unaudited consolidated financial statements

 

1

 

 

HYRECAR INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

Three Months Ended

 

Three Months Ended

 

Nine Months Ended

 

Nine Months Ended

  

Three Months Ended

 

Three Months Ended

 
 

September 30,

 

September 30,

 

September 30,

 

September 30,

  

March 31,

 

March 31,

 
 

2021

  

2020

  

2021

  

2020

  

2022

  

2021

 
  

Revenue

 $9,651,340  $6,813,825  $26,157,606  $18,177,626 

Net Revenue

 $9,550,592  $7,448,400 
  

Cost of revenue

  6,691,358   3,917,365   19,660,672   10,568,392   6,603,621   4,716,150 
  

Gross profit

 2,959,982  2,896,460  6,496,934  7,609,234  2,946,971  2,732,250 
  

Operating Expenses:

  

General and administrative

 4,705,542  2,080,037  16,601,006  9,219,274  4,546,350  5,704,453 

Sales and marketing

 2,451,645  1,824,938  8,033,920  5,986,209  2,227,456  2,707,191 

Research and development

  1,953,582   759,686   4,553,436   2,118,965   1,503,810   1,526,718 

Total operating expenses

 9,110,769  4,664,661  29,188,362  17,324,448  8,277,616  9,938,362 
  

Operating loss

 (6,150,787) (1,768,201) (22,691,428) (9,715,214) (5,330,645) (7,206,112)
  

Other (income) expense

  

Interest expense

 1,755  22,787  7,554  34,116  288  1,906 

Other (income) expense

  (3,895)  48,632   (9,440)  1,181 

Total other income

 (2,140) 71,419  (1,886) 35,297 

Other income

  (3,450)  (1,483)

Total other (income) expense

 (3,162) 423 
  

Loss before provision for income taxes

 (6,148,647) (1,839,620) (22,689,542) (9,750,511) (5,327,483) (7,206,535)
  

Provision for income taxes

  0   0   800   800   0   0 
  

Net loss

 $(6,148,647) $(1,839,620) $(22,690,342) $(9,751,311) $(5,327,483) $(7,206,535)
  

Weighted average shares outstanding - basic and diluted

  21,215,836   17,711,132   20,331,222   17,108,075   21,747,675  19,234,382 

Weighted average net loss per share - basic and diluted

 $(0.29) $(0.10) $(1.12) $(0.57) $(0.24) $(0.37)

 

See accompanying notes to the unaudited consolidated financial statements

 

2

 

 

HYRECAR INC.

CONSOLIDATED STATEMENTSTATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(Unaudited)

 

                      

Subscription

         
                  

Additional

  

Receivable -

      

Total

 
  

Preferred Stock

  

Common Stock

  

Paid-in

  

Related

  

Accumulated

  

Stockholders'

 
  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Party

  

Deficit

  

Equity

 

June 30, 2020 (unaudited)

  0  $0   17,692,201  $176  $38,815,056  $(7,447) $(36,926,825) $1,880,960 

Stock option compensation

     0      0   24,277   0   0   24,277 

Restricted stock unit compensation

     0      0   99,303   0   0   99,303 

Stock options exercised

  0   0   26,525   1   38,334   0   0   38,335 

Shares issued for vested restricted stock units

  0   0   1,875   0   0   0   0   0 

Shares issued for settlement

  0   0   6,000   0   20,520   0   0   20,520 

Net loss

     0      0   0   0   (1,839,620)  (1,839,620)

September 30, 2020 (unaudited)

  0  $0   17,726,601  $177  $38,997,490  $(7,447) $(38,766,445) $223,775 
                                 

June 30, 2021 (unaudited)

  0  $0   20,961,319  $209  $73,467,587  $0  $(60,777,730) $12,690,066 

Stock option compensation

     0      0   632   0   0   632 

Restricted stock unit compensation

     0      0   1,027,767   0   0   1,027,767 

Stock options exercised

  0   0   17,500   0   44,625   0   0   44,625 

Shares issued for vested restricted stock units

  0   0   420,810   5   (5)  0   0   0 

    Warrants exercised for cash

  0   0   48,803   0   60,000   0   0   60,000 

Net loss

     0      0   0   0   (6,148,647)  (6,148,647)

September 30, 2021 (unaudited)

  0  $0   21,448,432  $214  $74,600,606  $0  $(66,926,377) $7,674,443 

                

Subscription

                      

Subscription

      
             

Additional

 

Receivable -

    

Total

              

Additional

 

Receivable -

    

Total

 
 

Preferred Stock

 

Common Stock

 

Paid-in

 

Related

 

Accumulated

 

Stockholders'

  

Preferred Stock

 

Common Stock

 

Paid-in

 

Related

 

Accumulated

 

Stockholders'

 
 

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Party

  

Deficit

  

Equity

  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Party

  

Deficit

  

Equity (Deficit)

 

December 31, 2019

 0  $0  16,393,171  $164  $35,857,835  $(7,447) $(29,015,134) $6,835,418 

Stock option compensation

   0    0  302,510  0  0  302,510 

Stock option compensation modification

 0 0 822,500 8 1,434,124 0 0 1,434,132 

Restricted stock unit compensation

   0    0  384,200  0  0  384,200 

Stock options exercised

 0 0 70,394 1 72,159 0 0 72,160 

Stock options exercised – cashless

 0  0  2,645  0  0  0  0  0 

Shares issued for vested restricted stock units

 0  0  38,925  0  0  0  0  0 

Shares issued for legal services and settlement of payables and accrued liabilities

 0  0  254,535  2  567,611  0  0  567,613 

Shares issued for settlement

 0 0 84,431 1 233,852 0 0 233,853 

Shares issued for services

 0  0  60,000  1  145,199  0  0  145,200 

Net loss

    0    0  0  0  (9,751,311)  (9,751,311)

September 30, 2020 (unaudited)

  0  $0   17,726,601  $177  $38,997,490  $(7,447) $(38,766,445) $223,775 
 

December 31, 2020

 0  $0  17,741,713  $177  $39,725,445  $0  $(44,236,035) $(4,510,413) 0  $0  17,741,713  $177  $39,725,445  $0  $(44,236,035) $(4,510,413)

Stock option compensation

   0    0  11,402  0  0  11,402    0    0  6,647  0  0  6,647 

Restricted stock unit compensation

   0    0  6,728,560  0  0  6,728,560   0  0 3,761,027 0 0 3,761,027 

Stock options exercised

 0  0  137,872  1  159,520  0  0  159,521 

Shares issued for vested restricted stock units

 0  0  856,655  9  (9) 0  0  0 

Warrants exercised for cash

 0  0  48,803  1  124,539  0  0  124,540  0 0 20,232 1 64,539 0 0 64,540 

Warrants exercised - cashless

 0  0  121,111  1  (1) 0  0  0  0 0 61,484 0 0 0 0 0 

Common stock issued for cash

 0  0  2,530,000  25  29,727,475  0  0  29,727,500  0  0  2,530,000  25  29,727,475  0  0  29,727,500 

Offering costs

     0      0   (2,126,305)  0   0   (2,126,305)  0  0 (2,126,305) 0 0 (2,126,305)

Shares issued for services

 0 0 12,278 0 249,980 0 0 249,980 

Net loss

     0      0   0   0   (22,690,342)  (22,690,342)     0      0   0   0   (7,206,535)  (7,206,535)

September 30, 2021 (unaudited)

  0  $0   21,448,432  $214  $74,600,606  $0  $(66,926,377) $7,674,443 

March 31, 2021 (unaudited)

  0  $0   20,353,429  $203  $71,158,828  $0  $(51,442,570) $19,716,461 
 

December 31, 2021

 0  $0  21,609,409  $216  $75,806,853  $0  $(70,189,752) $5,617,317 

Restricted stock unit compensation

 0  0  0  0  1,179,288  0  0  1,179,288 

Shares issued for vested restricted stock units

 0 0 151,874 2 (2) 0 0 0 

Net loss

     0      0   0   0   (5,327,483)  (5,327,483)

March 31, 2022 (unaudited)

  0  $0   21,761,283  $218  $76,986,139  $0  $(75,517,235) $1,469,122 

 

See accompanying notes to the unaudited consolidated financial statements

 

3

 

 

HYRECAR INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Nine Months Ended

 

Nine Months Ended

  

Three Months Ended

 

Three Months Ended

 
 

September 30,

 

September 30,

  

March 31,

 

March 31,

 
 

2021

  

2020

  

2022

  

2021

 

CASH FLOWS FROM OPERATING ACTIVITIES:

        

Net loss

 $(22,690,342) $(9,751,311) $(5,327,483) $(7,206,535)

Adjustments to reconcile net loss to net cash used in operating activities:

  

Depreciation and amortization

 57,808  55,319  6,767  19,270 

Stock-based compensation

 6,989,942  ��2,610,412  1,179,288  3,767,674 

Provision for losses on accounts receivable

 50,079  0 

Changes in operating assets and liabilities:

  

Accounts receivable

 (96,225) 12,226  (243,307) (23,461)

Insurance deposits

 (1,462,171) (749,454)

Insurance and Security deposits

 (45,564) (1,000,000)

Other current assets

 (477,574) (51,154) 190,561  (235,287)

Right of use assets

 (939,706) 0 

Accounts payable

 1,420,333  596,840  1,476,832  1,808,861 

Accrued liabilities

 1,918,592  1,159,323  (625,011) (3,532,625)

Insurance reserve

 (149,430) 188,223  (224,417) (365,905)

Deferred revenues

  (33,240)  (10,564)

Right of use liabilities (current)

 329,625 0 

Deferred revenue

 (1,346) (16,003)

Right of use liabilities

  656,618  0 

Net cash used in operating activities

  (14,472,228)  (5,940,140)  (3,567,143)  (6,784,011)
  

CASH FLOWS FROM INVESTING ACTIVITIES:

        

Purchase of intangible assets

  (208,462)  0 

Net cash used in investing activities

  0   0   (208,462)  0 
  

CASH FLOWS FROM FINANCING ACTIVITIES:

        

Proceeds from sale of common stock

 29,727,500  72,160  0  29,727,500 

Offering costs associated with public offering

 (2,126,305) 0  0 (1,680,284)

Proceeds from exercise of stock options

 159,521 0 

Proceeds from note payable

 0  2,004,175 

Principal repayment on note payable

 0 (5,000)

Proceeds from exercise of warrants

  124,540   0   0   64,540 

Net cash provided by financing activities

  27,885,256   2,071,335   0   28,111,756 
  

Increase (decrease) in cash, cash equivalents and restricted cash

 13,413,028  (3,868,805) (3,775,605) 21,327,745 

Cash, cash equivalents and restricted cash

        

Cash, cash equivalents and restricted cash - beginning of period

  4,923,515   10,657,140   14,747,407   4,923,515 

Cash, cash equivalents and restricted cash - end of period

 $18,336,543  $6,788,335  $10,971,802  $26,251,260 
  

Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets

        

Cash and cash equivalents

 $16,743,483  $6,788,335  $7,977,260  $25,499,635 

Restricted cash

  1,593,060   0   2,994,542   751,625 

Total cash, and cash equivalents and restricted cash to the consolidated balance sheets

 $18,336,543  $6,788,335  $10,971,802  $26,251,260 
  

Supplemental disclosures of cash flow information:

        

Cash paid for:

  

Interest expense

 $0  $19  $0  $0 

Income taxes

 $800  $800  $800  $0 

Non-cash investing and financing activities:

 

Offering costs within accounts payable

 $0 $446,021 

Reclass of prior year offering costs

 $0 $33,164 

Right of use asset and liability

 $997,109 $0 

 

See accompanying notes to the unaudited consolidated financial statements

 

4

 

HYRECAR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

NOTE 1 DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

 

Organization and Description of Business

 

HyreCar Inc. (which may be referred to herein as “HyreCar,” the “Company,” “we,” “us” or “our”) was incorporated on November 24, 2014 (“Inception”) in the State of Delaware. The Company's headquarters are located in Los Angeles, California. The Company operates a web-based marketplace that allows car and fleet owners to rent their cars to Uber, Lyft and other gig economy service drivers safely, securely and reliably. The consolidated financial statements of HyreCar Inc. are prepared in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP”).

 

Strategic Partnership, 2021 Public Offering,Automobile Liability Insurance Program, Uber Agreement and At The Money FacilityAt-The-Market Offering

 

On January 28, 2021, the Company announced a new and expanded strategic partnership with AmeriDrive Holdings (“AmeriDrive”) intended to create a national network of vehicle supply and fleet maintenance operations. In connection therewith, the Company entered into a Collateral Pledge Agreement (“Agreement”) with Cogent Bank assigning all right, title and interest in a Company deposit account of $750,000 plus 5% fees to secure a revolving line of credit made by the bank to AmeriDrive. The restricted deposit account was gradually expanded to a $1,500,000 pledge during the quarter ended September 30, 2021 resulting from a greater revolving line of credit for AmeriDrive under the same terms.

On Further on FebruaryNovember 4, 2021, the Company entered intoexpanded its partnership with Cogent and AmeriDrive in an underwriting agreement with Lake Street Capital Markets, LLC and Northland Securities, Inc., as representativeseffort to help drive additional car supply to the Company’s platform. As part of the several underwriters,agreement, the Company agreed to increase the collateral held by Cogent bank by $1,500,000 (now $3,000,000 in connection with the public offering (the “2021 offering”) oftotal) in exchange for a total of 2,530,000 shares of Company common stock. The initial closing of the offering occurred on February 8, 2021. The net proceedscredit line increase to expand AmeriDrive's vehicle fleet contributed exclusively to the Company from the 2021 offering was approximately $27.6 million, after deducting the underwriting discounts and commissions and offering expenses payable by the Company.platform.

 

On May 20, 2021, the Company renewed its Automobile Liability Insurance Program with Apollo 1969 of Lloyd’s until 2023 at our current rates, providing stable predictable insurance pricing for the next two years. Further, the Company has completed integration with Sedgwick, a leading insurance claim processing partner for many companies in rideshare transportation and food delivery.

 

On July 26, 2021, the Company entered into a certain Vehicle Rental Strategic Relationship Agreement with Uber Technologies, Inc. to become an official vehicle solution provider on the Uber platform for both electric vehicles and internal combustion engine vehicles. We are currently piloting the vehicle solutions program with Uber and refining the terms of the program as we gather additional performance data.

 

On November 9, 2021, the Company entered into an Equity Offering Sales Agreement (the “ATM Agreement”), with D.A. Davidson & Co. and Northland Securities, Inc. (collectively, the “Agents”“Agents"), pursuant to which the Agents acteach Agent acts as the Company’s sales agents with respect to the offer and sale from time to time of common stock having an aggregate gross sales price of up to $50.0 million in “at-the market-offerings”, as defined in Rule 415(a)(4) under the Securities Act, and pursuant to a registration statement on Form S-3 that was previously declared effective by the SEC.

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with “U.S. GAAP” and include the accounts of the Company. All significant intercompany balances and transactions have been eliminated.

 

The consolidated balance sheet as of December 31, 20202021 included herein was derived from the audited financial statements as of that date. The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, stockholders’ equity, and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 20202021 and notes thereto that are included in the Company's Annual Report on Form 10-K.

 

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Management's Plans

 

We have incurred operating losses since Inceptioninception and historically relied on debt and equity financing for working capital. Throughout the next 12 months, the Company intends to fund its operations through revenue from operations, and capital raised through the 2021 offering described in Note 1current cash reserves and through other sales of equity securities that may be effected from timeequity/debt financial instruments including the available ATM Agreement. The estimated cash flows combined with opportunities to time. The funds received from the 2021 offering and our existingaccess capital causeslead us to believe the Company haswill have sufficient resources to operate its business.

 

In March 2020, COVID-19 began spreading rapidly throughout the world, prompting governments and businesses to take unprecedented measures in response. Such measures included restrictions on travel and business operations, temporary closures of businesses, quarantines and shelter-in-place orders. The full extent of the future impact of the COVID-19 pandemicBased on the Company’s operational tight current car supply environment reflected by used car prices up 14% YoY as of April 2022 and financial performanceup about 60% higher than April 2019, according to Barron's, our main concern remains the supply of vehicles to the platform to satisfy latent driver demand and our strategic direction reflects that need. In addition to pursuing traditional organic car listings, we have been exploring partnerships and investments to continue expanding exclusive commercial car supply to the platform from strategic partners, such as our agreement with AmeriDrive and Cogent Bank. Management is currently uncertain and will dependfocused on many factors outside the Company’s control, including, without limitation, the timing, extent, trajectory and duration of the pandemic, vaccination rates, and the effectiveness of vaccines and other treatments, and the imposition of protective public safety measures.driving scale through those partnerships to accelerate cash flow break even for HyreCar. Most recently however, based on Cox Automotive's Manheim used car price index, early 2022 trends seem to indicate some relief with used vehicle prices gradually decreasing by ~7% from January to April 2022. 

 

Use of Estimates

 

The preparation of consolidated financial statements and accompanying notes in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amount of revenue and expenses during the reporting period. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term. All significant intercompany accounts and transactions are eliminated upon consolidation.

 

5

 

HYRECAR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

The Company’s most significant estimates and judgments involve recognition of revenue and estimates for insurance reserves, and the measurement of the Company’s stock-based compensation.

 

Fair Value of Financial Instruments

 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

 

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 - Include other inputs that are directly or indirectly observable in the marketplace.

 

Level 3 - Unobservable inputs which are supported by little or no market activity.

 

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

 

Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2021March 31, 2022 and December 31, 20202021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and cash equivalents, accounts payable, and accrued liabilities. Fair values for these items were assumed to approximate carrying values because of their short-term nature or they are payable on demand.

 

Cash and Cash Equivalents

 

For purpose of the consolidated statement of cash flows, the Company considers institutional money market funds and all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

 

Restricted Cash

 

Restricted cash consist primarily of amounts held in a restricted bank account at Cogent Bank as collateral for the amount pledged by the Company to secure a revolving line of credit made by Cogent Bank to AmeriDrive, as well as escrow accounts held for our insurance claims processing partner to pay out claims in a timely fashion.

 

Accounts Receivable

 

Accounts receivable are reported net of allowance for expected losses. It represents the amount management expects to collect from outstanding balances. Differences between the amount due and the amount management expects to collect are charged to operations in the year in which those differences are determined, with an offsetting entry to a valuation allowance. As of September 30, 2021March 31, 2022 and December 31, 20202021, the Company has a reserve allowance of $50,079$50,833 and $0,$50,079, respectively.

 

6

 

HYRECAR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Insurance Reserve and Insurance Deposits

 

The Company records a loss reserve for physical damage and other liability coverage caused to owner vehicles up to the Company's insurance deductibles or relevant limits. This reserve represents an estimate for both reported accidents, claims not yet paid, and claims incurred but not yet reported and are recorded on a non-discounted basis. The lag time in reported claims for physical damage is minimal and as such represents a low risk of unreported claims being excluded from the loss reserve assessment. The adequacy of the reserve is monitored quarterly and is subject to adjustment in the future based upon changes in claims experience, including the number of incidents for which the Company is ultimately responsible and changes in the cost per claim, or changes to the Company’s insurance policy which dictates what amounts of a claim will be paid by the Company. Effective March 1, 2021, the Company entered into a two-year claim adjusting agreement with Sedgwick which included an escrow account requirement of $1,750,000 to be held by Sedgwick for claim payments. This escrow account is replenished by the Company on a quarterly basis or more frequently dependent on the actual claims paid during that quarter. During the thirdquarter claim payments totaling $1,661,346 were offset against the escrow account leaving a balance of approximately $88,654.. Separate from the escrow account, as of September 30, 2021March 31, 2022 and December 31, 20202021, $1,963,609 $2,105,773 and $2,113,039,$2,330,190, respectively, waswere included in the accompanying consolidated balance sheets, related to the estimated loss reserve, where the expense is included in costs of revenue.

 

Effective May 15, 2021, the Company entered into a new policy term for its automobile liability insurance program. As part of this program the Company has paid deposit premiums of $1,500,000 and $250,000 for the primary and excess, respectively which will be available to offset premiums due during the final quarter or offset past due premiums during the policy period. In addition, effective June 15, 2021, a separate primary automobile liability policy was placed related only to California operations, which required a $300,000 deposit premium that will be used to pay for and offset premiums due during the policy period.

 

While certain liability claims may take several years to completely settle, the Company's liability exposure limit is generally met in the near term. Due to our limited operational history, the Company makes certain assumptions based on both currently available information to estimate the insurance reserves as well as third party claims adjuster data provided on existing claims. A number of factors can affect the actual cost of a claim, including the length of time the claim remains open, economic and healthcare cost trends, venue, and the results of similar litigation. Furthermore, claims may emerge in future periods for events that occurred in a prior period that differs from expectations. Accordingly, actual losses may vary significantly from the estimated amounts reported in the consolidated financial statements. Reserves are reviewed quarterly and adjusted as necessary as experience develops or new information becomes known. However, ultimate results may differ from the Company’s estimates, which could result in losses over the Company’s reserved amounts. Such adjustments are recorded in costs of revenue.

 

The Company has analyzed, reviewed and made adjustments to the claims settlement process and related processing guidelines during the quarterquarters ended September 30, 2021 and December 31, 2021 which reduced insurance claims costs over the quarter ended June 30, 2021. going forward. We will continue to monitor the claims process and claims portfolio to make future adjustments, to our processes that will further improve our claims adjusting performance.

 

Revenue Recognition

 

The Company generates the majority of its revenue from its car sharing marketplace platform that connects vehicle owners and drivers and the related insurance issued for each rental. Vehicle owners and drivers agree to terms of service with the Company in order to use the HyreCar platform and enter into a rental contract that governs each rental. In entering into a rental agreement, the driver is charged in a single transaction: the base rental fee as agreed upon between the driver and vehicle owner, a 10%-20% HyreCar fee on the base rental fee, and a daily insurance charge (“Insurance and administrative fees”), all based on the number of days the vehicle is to be rented within the contract. HyreCar retains 15%-30% of the base rental fee by offering physical damage protection plans and remits the remaining portion to the vehicle owner. The 10%-20% fee collected from the driver and 15-30% retained from the owner are considered “Transaction Fees” and recorded on a net basis as described below. The Company recognizes revenue daily during the rental periods as the Company is required to maintain insurance underlying the transaction and as a customary business practice, a driver can return a vehicle early for a refund of the unused rental period. Drivers currently do not have an option to decline insurance at any point during the transaction.

 

The Company also recognizes revenue from other sources such as referrals, motor vehicle record fees (application fees), late rental fees, and other fees charged to drivers in specific situations.

 

In applying the guidance of Accounting Standards Codification (“ ASC” ) 606, the Company (i) identifies the contract with the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, (iv) determines if an allocation of that transaction price is required to the performance obligations in the contract, and (v) recognizes revenue when or as the Company satisfies a performance obligation.

 

Refunds may occur when the driver returns the owner vehicle early based on the terms of the original contract or cancels the rental prior to completing the exchange. In limited circumstances, the Company provides contingent consideration in the form of a rebate that is redeemable only if the customer completes a specific level of transaction over a specific time period. In such cases, the rebate or refund obligation is recognized as a reduction of revenue. The Company defers revenue in all instances when the earnings process is not yet complete.

 

The following is a breakout of revenue components by subcategory for the three and ninemonths ended September 30, 2021March 31, 2022 and 20202021

 

 

Three Months Ended

 

Three Months Ended

 

Nine Months Ended

 

Nine Months Ended

  

Three Months Ended

 

Three Months Ended

 
 

September 30,

 

September 30,

 

September 30,

 

September 30,

  

March 31,

 

March 31,

 
 

2021

  

2020

  

2021

  

2020

  

2022

  

2021

 

Insurance and administration fees

 $4,955,697  $3,422,809  $13,363,492  $9,346,517  $5,145,271  $3,748,199 

Transaction fees

 4,308,576  3,019,518  11,873,358  8,077,555  4,044,139  3,416,721 

Other fees

 475,042  428,886  1,170,428  1,055,444  472,276  331,327 

Incentives and rebates

  (87,975)  (57,388)  (249,672)  (301,890)  (111,094)  (47,847)

Net revenue

 $9,651,340  $6,813,825  $26,157,606  $18,177,626  $9,550,592  $7,448,400 

 

7

 

HYRECAR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Principal Agent Considerations

 

The Company evaluates our service offerings to determine if we are acting as the principal or as an agent, which we consider in determining if revenue should be reported gross or net. One of our primary revenue sources is a transaction fee made from a confirmed booking of a vehicle on our platform. Key indicators that we evaluate to reach this determination include:

 

 

● 

the terms and conditions of our contracts;

 

 

● 

whether we are paid a fixed percentage of the arrangement's consideration or a fixed fee for each transaction;

 

 

● 

the party which sets the pricing with the end-user, has the credit risk and provides customer support; and

 

 

● 

the party responsible for delivery/fulfillment of the product or service to the end consumer.

 

We have determined we act as the agent in the transaction for vehicle bookings (Transaction Fees), as we are not the primary obligor of the arrangement and receive a fixed percentage of the transaction. Therefore, revenue is recognized on a net basis.

 

For other fees such as insurance, referrals, and motor vehicle records (application fees) we have determined revenue should be recorded on a gross basis. In such arrangements, the Company sets pricing, has risk of economic loss, has certain credit risk, provides support services related to these transactions, and has decision making ability about service providers used.

 

Cost of Revenue

 

Cost of revenue primarily include direct fees paid for insurance to cover the vehicle driver and owner, insurance claim payments and estimated liabilities based on the policy in effect at the time of loss, merchant processing fees, technology and hosting costs, and motor vehicle record fees incurred for paid driver applications. General liability insurance that covers corporate risk from activity on our platform is included in general and administrative costs.

 

Advertising and Marketing

 

The Company expenses the cost of advertising and marketing as incurred. Advertising and marketing expenseexpenses were $2,598,370$710,562 and $1,696,452$582,244 for the ninethree months ended September 30, 2021March 31, 2022 and 20202021, respectively.

 

Research and Development

 

We incur research and development costs during the process of researching and developing our technologies and future offerings. Our research and development costs consist primarily of non-capitalized development and maintenance costs. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance.

 

Stock-Based Compensation

 

The Company accounts for stock awards issued under ASC 718, Compensation – Stock Compensation. Under ASC 718, stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. The fair value of each stock option or warrant award is estimated on the date of grant using the Black-Scholes option valuation model. Restricted shares are measured based on the fair market value of the underlying stock on the grant date.

 

8

 

HYRECAR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Stock-based compensation is included in the consolidated statements of operations as follows:

 

 

Three Months Ended

 

Three Months Ended

 

Nine Months Ended

 

Nine Months Ended

  

Three Months Ended

 

Three Months Ended

 
 

September 30,

 

September 30,

 

September 30,

 

September 30,

  

March 31,

 

March 31,

 
 

2021

  

2020

  

2021

  

2020

  

2022

  

2021

 

General and administrative

 $657,148  $77,101  $4,837,382  $2,149,160  $645,906  $2,405,436 

Sales and marketing

 210,739  27,605  1,127,521  287,680  400,194  664,463 

Research and development

  160,512   39,394   1,025,039   173,572   133,188   697,775 
 $1,028,399 $144,100 $6,989,942 $2,610,412  $1,179,288  $3,767,674 

 

Loss per Common Share

 

The Company presents basic loss per share (“EPS”) and diluted EPS on the face of the consolidated statements of operations. Basic loss per share is computed as net loss divided by the weighted average number of common shares outstanding for the period. For periods in which we incur a net loss, the effects of potentially dilutive securities would be antidilutive and would be excluded from diluted EPS calculations. For the ninethree months ended September 30, 2021March 31, 2022 and 20202021, there were 691,255680,255 and 1,179,464251,846 options and warrants excluded, and 803,360780,602 and 301,700789,289 restricted stock units excluded, respectively.

 

Concentration of Credit Risk

 

The Company maintains its cash with a major financial institution located in the United States of America which it believes to be credit worthy. Balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, the Company maintains balances in excess of the federally insured limits.

 

Other Concentrations

 

The Company has historically relied on a single insurance broker and one to two underwriters at any given time to provide all automobile insurance on vehicles rentals on the HyreCar platform. There are multiple brokers and carriers who issue this type of insurance coverage, and the Company is regularly reviewing leading insurers in the transportation and mobility sectors as this is an important part of our operations. The Company does not believe the loss of our current broker or underwriters would have a material effect on our operations.

 

New Accounting Standards

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), specifying the accounting for leases, which supersedes the leases requirements in Topic 840, Leases. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of consolidated financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors' accounting is largely unchanged from the previous accounting standard. In addition, Topic 842 expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes severalseveral practical expedients. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021 for emerging growth companies, with early adoption permitted. The Company has reviewed and adopted the provisions of the new standard but it isstarting notJanuary 1, 2022. The standard will require all lease to be reported on a company's balance sheets as assets and liabilities. See Other section of Note 3 expected to have a significant impact on- Commitments and Contingencies for breakdown of lease Liability for the Company.term of the lease.

 

9

HYRECAR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In December 2019, the FASB issued guidance that simplifies the accounting for income taxes by removing certain exceptions in existing guidance and improves consistency in application by clarifying and amending existing guidance. This guidance is effective for annual periods beginning after December 15, 2021, and interim periods within those annual periods, where the transition method varies depending upon the specific amendment. Early adoption is permitted, including adoption in any interim period. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period, and all amendments must be adopted in the same period. The Company has reviewed the provisions of the new standard, but it is not expected to have a significant impact on the Company.

 

HYRECAR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our consolidated financial statements.

 

 

NOTE 3 COMMITMENTS AND CONTINGENCIES

 

Settlement and Legal

 

On August 27, 2021, a putative securities class action complaint captioned Baron v. HyreCar Inc.Hyrecar Inc. et al.al., Case No. 21-cv-06918, was filed in the United States District Court for the Central District of California against the Company; its Chief Executive Officer, Joseph Furnari; and its former Chief Financial Officer, Robert Scott Brogi. This action asserts claims and seeks damages for alleged violations of sections 10(b) and 20(a) of securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The proposedalleged class period is May 14, 2021 to August 10, 2021, inclusive. Pursuant to the Private Securities Litigation Reform Act, on November 19, 2021, the Court appointed Turton Inc. to serve as Lead Plaintiff. Lead Plaintiff then filed an amended complaint (the “First Amended Complaint”). The complaint asserts claims and seeks damages forFirst Amended Complaint alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, alleging that the defendants made material misrepresentations or failed to disclose material facts that, (1)among other things, the Company had materially understated its expenses and insurance reserves; (2) the Company had failed to pay valid insurance claims incurred prior to the class period; (3) the Company had incurred significant expense transitioning its newreserves in coordination with a third-party insurance claims administratoradjuster which Lead Plaintiff alleged was conflicted. On December 27, 2021, the Company and processing claims incurred from prior periods; (4) the Companyindividual defendants moved to dismiss the First Amended Complaint, arguing that Lead Plaintiff failed to adequately plead that any of the Company’s public statements were materially false or misleading, or that defendants acted with scienter– meaning defendants either knew those statements were false or were deliberately reckless to their truth or falsity at the time they were made. On February 16, 2022, the Court (Hon. Percy Anderson) granted defendants’ motion to dismiss on the basis that Lead Plaintiff failed to adequately plead any of defendants’ statements were materially false or misleading. Because the Court ruled that Lead Plaintiff did not appropriately price risk insufficiently plead falsity, the Court did not address the additional arguments regarding scienter at the time. The Court permitted Lead Plaintiff leave to amend its insurance productscomplaint. Plaintiff filed its Second Amended Complaint on March 21, 2022. The Second Amended Complaint asserts the same violations of the Exchange Act and was experiencing elevated claims incidence as a result; (Rule 10b-5,) again alleging, among other things, HyreCar made materially false or misleading statements related to its first quarter 2021 reserves, and by extension misstated expenses and revenues. On April 4, 2022, the Company reformed its claims underwriting, policies and procedures in responseindividual defendants moved to high claims severity and customer complaints; and (6) as a result,dismiss the Company’s operations and prospects were misrepresented.  PursuantSecond Amended Complaint on the basis that Plaintiff failed to plead sufficient facts that would cure the Private Securities Litigation Reform Act, the deadline for lead plaintiff applications was October 26, 2021, and on that day, four applications for appointment of lead plaintiff and lead plaintiff’s counsel were filed, with the motions set for hearing on November 29, 2021. As provideddeficiencies identified in the Court’s order on the parties’ scheduling stipulation, first motion to dismiss—i.e., that Plaintiff again failed to plead that any statements were materially false or misleading when made—and Plaintiff failed to plead that defendants acted with scienter. On April 21, 2022, the selected lead plaintiff must filecase was transferred to a consolidated or amended complaint, or notify new judge, and on April 27, 2022, the courtCourt issued a Reassignment Order that, it intends to rely onamong other things, vacated all hearing dates. The Company will re-notice the current complaint, within 14 days of entry of an order appointing lead plaintiff and lead plaintiff’s counsel, and defendants then have 21 days to movehearing for its motion to dismiss or otherwise respond to the operative complaint.Second Amended Complaint and expects it will be heard on August 25,2022. The Company believes that the allegations in this lawsuit are without merit and will continue to vigorously defend against them. The Company’s chances of success on the merits are still uncertain and any possible loss or range of loss cannot be reasonably estimated.

 

Other

In November 2021,

the Company entered into a lease in Los Angeles, California commencing January 1, 2022, with the ability to occupy the facility in January 2022. The lease term is 48 months from the commencement date. The lease required a deposit of $25,563. Per the lease agreement, the monthly rate will range from $23,394 to $25,563 a month prior to discounts and abatements that may apply. The Company also rents office furniture and incurs ancillary fees for building services and shared expenses. In accordance with ASC 842 mentioned above, the Company will record a Right to Use asset account and Lease Liability account for $997,109 as of January 1, 2022 (the present value of the lease payments) and those accounts will be amortized over the 48 month period of the lease agreement. Rent expense for the three months ended March 31, 2022 and 2021 was $53,219 and $69,931, respectively.

We connect drivers and vehicle owners in many tax jurisdictions throughout the United States. After the Supreme Court of the United States decision in South Dakota v. Wayfair Inc. (Wayfair) in June 2018, states commenced enacting laws that would require certain online sellers to collect sales and use tax despite not having a physical presence in the buyer’s state. In response to Wayfair, or otherwise, states or local governments may adopt, or begin to enforce, laws requiring us to calculate, collect, and remit taxes on sales in their jurisdictions. A successful assertion by one or more states requiring us to collect taxes could result in tax liabilities, including taxes on past sales, as well as penalties and interest. Based on our analysis of certain state regulations on peer-to-peer activities, we do not believe risk of loss is probable on historical revenue activities. We continuously monitor state regulations as it relates to peer-to-peer vehicle rental activities and will implement required collection and remittance procedures if and when we believe we would become subject to such regulations.

 

HYRECAR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

NOTE 4 DEBT AND LIABILITIES

 

Accrued Liabilities

 

A summary of accrued liabilities as of September 30, 2021March 31, 2022 and December 31, 20202021 is as follows: 

 

 

September 30,

 

December 31,

  

March 31,

 

December 31,

 
 

2021

  

2020

  

2022

  

2021

 

Accrued payables

 $2,164,013  $823,420  $1,129,393  $1,737,473 

Insurance premiums

 2,785,149  3,243,509  401,360  333,493 

Driver deposit

 296,597  168,855  369,326  336,787 

Deferred rent

 0  46,261 

Payroll tax liabilities

  1,032,181   77,303  301,502  417,493 

Other accrued liabilities

  50,846  52,192 

Accrued liabilities

 $6,277,940  $4,359,348  $2,252,427  $2,877,438 

 

As of September 30, 2021, March 31, 2022, the accrued payables amounted to $2,164,013,$ 1,129,393, which consists of additional investments accrued forincurred but thirdnot party support for strategic initiatives.invoiced business expenditures including legal fees, professional services and other operational expenditures. As of September 30, 2021March 31, 2022, the payroll tax liabilities amounted to $1,032,181,$301,502, which consists of the employer and employees share of the payroll tax liabilities related to stock options exercised and vested restricted stock units.

 

Notes Payable

On April 13, 2020, the Company entered into a loan with JPMorgan Chase Bank, N.A. as the lender (“Lender”) in an aggregate principal amount of $2,004,175 pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the “PPP Loan”). The PPP Loan is evidenced by a promissory note (“Note”). Subject to the terms of the Note, the PPP Loan bears interest at a fixed rate of one percent (1%) per annum, with the firstsix months of interest deferred, has an initial term of two years, and is unsecured and guaranteed by the Small Business Administration (“SBA”). The Note provides for customary events of default including, among other things, cross-defaults on any other loan with the Lender. The PPP Loan may be accelerated upon the occurrence of an event of default.

As of September 30, 2021, the amount payable under the Note is $1,999,175. The PPP Loan proceeds were used for payroll, covered rent and other covered payments. The Company submitted to the Lender the PPP Loan forgiveness application as of July 2, 2021. On October 28, 2021, the full amount of the PPP Loan was forgiven by the SBA.

 

NOTE 5 STOCKHOLDERS' EQUITY (DEFICIT)

 

Common Stock

 

The Company is authorized to issue 50,000,000 shares of common stock, $0.00001 par value per share.

 

Stock Options

 

In 2016, the Board of Directors adopted the HyreCar Inc. 2016 Incentive Plan (the “2016 Plan”). The 2016 Plan provides for the grant of equity awards to qualified personnel, including stock options, restricted stock, stock appreciation rights, and restricted stock units to purchase shares of common stock. The 2016 Plan is administered by the Board of Directors, and expires ten years after adoption, unless terminated earlier by the Board of Directors. The Company does not currently utilize the 2016 Plan for equity award grants.

 

In 2018, the Board of Directors adopted the HyreCar Inc. 2018 Incentive Plan (the “2018 Plan”). The 2018 Plan provides for the grant of equity awards to acquire shares of common stock. Three million shares of common stock were initially reserved for issuance under the 2018 Plan, with the share reserve number subject to increases that occur starting in 2021. The 2018 Plan is administered by the Board of Directors, and expires ten years after adoption, unless terminated earlier by the Board.

 

In the second quarter of 2021, the Board of Directors adopted the HyreCar Inc. 2021 Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the grant of equity awards to acquire shares of common stock. Three million shares of common stock were initially reserved for issuance under the 2021 Plan, with the share reserve number subject to increases that occur starting in 2024. The 2021 Plan is administered by the Board of Directors, and expires ten years after adoption, unless terminated earlier by the Board. As of September 30, 2021March 31, 2022, the Company has not utilized the 2021 Plan for any equity award grants.

 

NaN stock options were granted during the ninethree months ended September 30, 2021March 31, 2022 and September 30, 20202021. Stock-based compensation expense for the vesting of stock options for the three months ended September 30, 2021March 31, 2022 and 20202021 was $632 and $24,277, respectively, and $11,402 and $302,510 for the nine months ended September 30, 2021 and 2020, respectively.immaterial. As of September 30, 2021March 31, 2022, there is 0no remaining stock-based compensation expense as all options are fully vested.

 

 

HYRECAR INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Restricted Stock Units and Shares Issued for Services 

 

A summary of activity with our restricted stock units (“RSUs”) for the ninethree months ended September 30, 2021 March 31, 2022is as follows:

 

 

Number of shares

  

Weighted average grant date fair value per share

  

Number of shares

  

Weighted average grant date fair value per share

 

Unvested as of December 31, 2020

 515,352  $6.12 

Unvested as of December 31, 2021

 769,486  $10.46 

Granted

 1,037,334  11.70  221,500  3.30 

Vested

 (657,352) 9.70  (159,134) 9.33 

Forfeited

  (91,974)  7.53   (51,250)  7.90 

Unvested as of September 30, 2021

  803,360  $10.24 

Unvested as of March 31, 2022

 780,602 $8.79 

 

During the  ninethree months ended September 30, 2021, March 31, 2022, the Company granted 466,266 and 365,000221,500 RSUs to employees, and executives, respectively, of which a large portion vested upon issuance while the remaining generallywill vest over four years. Additionally, for the  nine months ended September 30, 2021, the Company granted  206,068 RSUs to Board members, of which 50% vested on grant date and the remaining 50% vest over the next four quarters following the date of grant.

 

Stock-based compensation related to RSUsrestricted stock units for the three months ended September 30, 2021March 31, 2022 and 20202021 was $1,027,767$1,135,088 and $99,303, respectively. Stock-based compensation related to RSUs for the nine months ended September 30, 2021 and 2020 was $6,728,560 and $384,200,$3,761,027, respectively. As of September 30, 2021March 31, 2022, unrecognized compensation expense related to the unvested RSUsrestricted stock units is $7,816,855$6,317,637 and is expected to be recognized over approximately 2.72.9 years.

 

During the ninethree months ended September 30, 2021March 31, 2022, the Company granted 12,27813,000 shares of common stock in exchange for legal services.as part of an employee severance agreement. The Company recognized stock-based compensation of $249,980$44,200 based on the closing price of the Company’s common stock on the date of grant.

Warrants

During the nine months ended September 30, 2021, several warrant holders exercised an aggregate of 309,252 warrants exercised in cashless exercises resulting in 121,111 shares of common stock being issued.

 

 

NOTE 6 RELATED PARTY TRANSACTIONS 

 

Insurance

 

The president of the Company’s former primary insurance broker through June 2020 is also a minority Company stockholder and holder of warrants. As of September 30, 2021March 31, 2022 and December 31, 20202021, the Company had 0no outstanding balances to the broker included in accounts payable or accrued liabilities, respectively. During the ninethree months ended September 30, 2021March 31, 2022 and 20202021, the Company paid the broker approximately $0 and $2,580,136,$0, respectively. On June 15, 2020, the Company completed moving its primary and excess automobile insurance liability programs over to a new insurance broker and is no longer using the related party broker.

 

 

NOTE 7 SUBSEQUENT EVENTS

 

On October 28, 2021, Nothe PPP Loan was forgiven by the SBA in the full amount of $1,999,175. Further on November 4, 2021, the Company expanded its partnership with Cogent and AmeriDrive to help drive additional car supply to the Company’s platform. As part material subsequent events have been identified as of the agreement, the Company agreed to increase the collateral held by Cogent bank by $1,500,000 (now $3,000,000 in total) in exchange for a credit line increase to expand AmeriDrive's vehicle fleet contributed exclusively to the Company platform. date of this filing.

 

12

 
 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements and related notes for the year ended December 31, 20202021 included in our most recent Annual Report on Form 10-K. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors. We discuss certain factors that we believe could cause or contribute to these differences below and elsewhere in this Quarterly Report on Form 10-Q.10-Q, particularly in the sections entitled Risk Factors and Note About Forward-Looking Statements.

 

Our Company

 

We operate in the car sharing marketplace for ride sharing through our proprietary marketplace platform. The Company has established a leading presence in Transportation-as-a-Service (“TaaS”) through vehicle owners and institutions, such as franchise car dealerships, independent car dealerships and rental car companies, who have been disrupted by automotive asset sharing. We are based in Los Angeles, California and car owners and drivers currently use the platform nationwide. Our unique revenue opportunity for both owners and drivers are providing a safe, secure, and reliable marketplace. We categorize our operations into one reportable business segment: Rental, consisting primarily of our vehicle rental operations in the United States.

 

Business and Trends

 

We generate revenue by taking a fee out of each rental processed on our platform. Each rental transaction represents a ride-sharing service driver (each, a “Driver”) renting a car from a participating car owner (each, an “Owner”). Drivers pay a daily rental rate set by the Owner, plus a 10%-20% HyreCar Driver fee and direct daily insurance costs. Owners receive their daily rental rate minus a 15%-30% HyreCar Owner fee. For example, as of September 30, 2021,March 31, 2022, the average daily rental rate of a HyreCar vehicle nationally is approximately $38 (“Daily Rental Rate”), plus a 10%-30%-20% HyreCar Driver fee ($6) and daily direct insurance fee of $15 on average, totaling $59 in total daily gross billings in paid by the Driver via a payment card transaction. On average approximately 78%77% of the daily rental is transferred to the Owner via our merchant processing partner. HyreCar earns revenue from the revenue share fees and insurance totaling approximately $29$30 per day. Accordingly, the GAAP reportable revenue recognized by HyreCar is $29$30 in this example transaction as detailed in the following table:

 

Daily Gross Revenue Example

Daily Gross Revenue Example

 

Daily Net (GAAP) Revenue Example

 

Daily Gross Revenue Example

 

Daily Net (GAAP) Revenue Example

 
  

National Average Daily Rental Rate

 $38 

HyreCar Owner Fee (22% average)

 $8  $38 

HyreCar Owner Fee (~23% Average)

 $9 
  

Driver Fee

 $6 

HyreCar Driver Fee (10%-30% rate)

 $6  $6 

HyreCar Driver Fee (~15% Average)

 $6 
  

Daily Insurance Fee

 $15 

Insurance Fee (100% of fee)

 $15  $15 

Insurance Fee (100% of fee)

 $15 
  

Daily Gross Billing Paid by Driver

 $59 

Daily Average Net Revenue

 $29  $59 

Daily Average Net Revenue

 $30 

 

During the quarter ended September 30, 2021,March 31, 2022, the Company monitored the market's competitive prices to maintain good performance levels. The dynamic pricing of the daily gross and net rental rates were adjusted depending on the variations in demand and competition. The daily average gross rental rate for the three months ended September 30, 2021March 31, 2022 was $59, an increase of $6 or 11.3%12% from the $53 daily average gross rental rate recognized during the three months ended September 30, 2020.March 31, 2021.

 

Gross billings is an important measure by which we evaluate and manage our business. We define gross billings as the amount billed to Drivers, without any adjustments for amounts paid to Owners or refunds. It is important to note that gross billing is a non-GAAP measure and as such, is not recorded in our consolidated financial statements as revenue. However, we use gross billings to assess our business growth, scale of operations and our ability to generate gross billings is strongly correlated to our ability to generate revenue. Gross billings may also be used to calculate net revenue margin, defined as the company's GAAP reportable revenue over gross billings. Using the definition of net revenue margin and the example above, HyreCar's net revenue margin is equal to approximately 48%51% ($26,158,0009,550,592 HyreCar's GAAP revenue over $54,471,000$18,835,166 Total Gross Billings) for the ninethree months ended September 30, 2021.March 31, 2022. A breakout of revenue components is provided in the section of this Quarterly Report on Form 10-Q titled “Management's Discussion and Analysis of Financial Condition and Results of Operations” and the footnotesnotes to the consolidated financial statements.

 

 

Non-GAAP Financial Measures

 

Gross Billings

 

We define gross billings as the amount billed to Drivers, without any adjustments for amounts paid to Owners or refunds. Gross billings include transactions from both our revenues recorded on a net and a gross basis. It is important to note that gross billing is a non-GAAP measure and as such, is not recorded in our consolidated financial statements as revenue. However, we useManagement believes gross billings provides useful information to investors and others in understanding our ability to generate revenue since our ability to generate gross billings is correlated to our ability to generate revenue. In addition, management uses gross billings to assess our business growth scale of operations and our ability to generate gross billings is strongly correlated to our ability to generate revenue.scale operations. Gross billings may also be used to calculate net revenue margin, defined as the Company's GAAP reportable revenue over gross billings.

The following table providespresentation of the non-GAAP financial measures is not intended to be considered in isolation, or as a reconciliation of our GAAP reported revenuesubstitute for, or superior to, gross billings for the threefinancial information prepared and nine months ended September 30, 2021 and 2020: presented in accordance with GAAP.

  

Three Months Ended

  

Three Months Ended

  

Nine Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

  

September 30,

  

September 30,

 
  

2021

  

2020

  

2021

  

2020

 

Revenue (U.S. GAAP reported revenue)

 $9,651,340  $6,813,825  $26,157,606  $18,177,626 

Add: Refunds, rebates and deferred revenue

  743,033   389,539   1,945,047   1,124,017 

Add: Owner payments (not recorded in financial statements)

  9,015,419   7,950,090   26,368,661   21,251,442 

Gross billings (non-U.S. GAAP measure not recorded in financial statements)

 $19,409,792  $15,153,454  $54,471,314  $40,553,085 

 

Adjusted EBITDA

 

Adjusted EBITDA is a key performance measure that our management uses to assess our operating performance and the operating leverage in our business.business, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our Board of Directors concerning our financial performance.We believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team. Because Adjusted EBITDA facilitate internal comparisons of our historical operating performance on a more consistent basis, we use these measures for business planning purposes. We expect Adjusted EBITDA will increase over the long term as we continue to scale our business and achieve greater efficiencies in our operating expenses.

 

We calculate Adjusted EBITDA as net loss, adjusted to exclude:

 

 

● 

other income (expense), net;

 

 

● 

provision for income taxes;

 

 

● 

depreciation and amortization;

 

 

● 

stock-based compensation expense; and

 

 

● 

prior expenses expected to be settled in stock included in liabilities.

 

For more information regarding the limitations of Adjusted EBITDA and a reconciliation of net loss to Adjusted EBITDA, see the section titled “Reconciliation of Non-GAAP Financial Measures.”

Reconciliation of Non-GAAP Financial Measures

We use Adjusted EBITDA in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our Board of Directors concerning our financial performance. Our definitions may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar metrics. Furthermore, these measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our consolidated statements of operations that are necessary to run our business. Thus, our Adjusted EBITDA should be considered in addition to, not as substitutes for, or in isolation from, measures prepared in accordance with GAAP.

 

We compensate for these limitations by providing a reconciliation of Adjusted EBITDA to the related GAAP financial measures, revenue and net loss, respectively.loss. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view Adjusted EBITDA in conjunction with their respective related GAAP financial measures.

 

Reconciliation of Non-GAAP Financial Measures

The following table provides a reconciliation of our GAAP reported revenue to gross billings for the three months ended March 31, 2022 and 2021: 

  

Three Months Ended

  

Three Months Ended

 
  

March 31,

  

March 31,

 
  

2022

  

2021

 

Revenue (U.S. GAAP reported revenue)

 $9,550,592  $7,448,400 

Add: Refunds, rebates and deferred revenue

  708,987   529,324 

Add: Owner payments (not recorded in financial statements)

  8,575,587   8,081,050 

Gross billings (non-U.S. GAAP measure not recorded in financial statements)

 $18,835,166  $16,058,774 

 

The following table provides a reconciliation of net loss to Adjusted EBITDA for the three and nine months ended September 30, 2021March 31, 2022 and 2020:2021:

 

 

Three Months Ended

 

Three Months Ended

 

Nine Months Ended

 

Nine Months Ended

  

Three Months Ended

 

Three Months Ended

 
 

September 30,

 

September 30,

 

September 30,

 

September 30,

  

March 31,

 

March 31,

 
 

2021

  

2020

  

2021

  

2020

  

2022

  

2021

 

Net loss

 $(6,148,647) $(1,839,620) $(22,690,342) $(9,751,311) $(5,327,483) $(7,206,535)

Adjusted to exclude the following:

  

Other expense (income), net

 (2,140) 71,419  (1,886) 35,297  (3,162) 423 

Provision for income taxes

     800  800     

Depreciation and amortization

 19,269  17,003  57,808  55,319  6,767  19,270 

Stock-based compensation expense

 1,028,399  144,100  6,989,942  2,610,412   1,179,288   3,767,674 

Prior expenses expected to be settled in stock included in liabilities

           192,871 

Adjusted EBITDA

 $(5,103,119) $(1,607,098) $(15,643,678) $(6,856,612) $(4,144,590) $(3,419,168)

 

Our operating results are subject to variability due to seasonality, macroeconomic conditions such as the effects of the COVID-19 pandemic and other factors. Car rental volumes tend to be associated with travel and driving holidays, where there is an influx of Uber and Lyft demand. Thus far in 2021,2022, we have continued to operate in an uncertain and uneven economic environment marked by heightened economic and geopolitical risks due to the COVID-19 pandemic.

 

Our objective is to focus on strategically accelerating our growth, strengthening our position as a leading provider of vehicle rental services to ridesharing (Lyft and Uber) and delivery (Door Dash, Instacart, Postmates) drivers, continuing to enhance our customers' rental experience, and controlling costs and driving efficiency throughout the organization. We operate in a high growth industry and we expect to continue to face challenges and risks. We seek to mitigate our exposure to risks in numerous ways, including delivering upon our core strategic initiatives, continued growth of fleet levels to match changes in demand for vehicle rentals, and appropriate investments in technology.

 

Significant changes in our results of operations for the three months ended September 30, 2021March 31, 2022 include:

 

 

● 

Net rental days totaled approximately 329,000314,000 rental days for the three months ended September 30, 2021,March 31, 2022, an increase of approximately 56,00014,000 rental days or 20.5%4.7% over the 273,000300,000 rental days recognized during the three months ended September 30, 2020,March 31, 2021, as the Company continued to expand its presence in key markets including Georgia, California, New York, Pennsylvania, Texas and Maryland. Maryland, despite tight vehicle market supply conditions.

 

 

● 

Revenue totaled $9.7$9.6 million for the three months ended September 30, 2021,March 31, 2022, an increase of $2.9$2.2 million or 42.6%28.2% from $6.8$7.4 million recognized during the three months ended September 30, 2020March 31, 2021 primarily as a result of price enhancements in addition to the higher net4.7% increase in rental rate and days. The daily average net rental rate for the three months ended September 30, 2021March 31, 2022 was $29,$30, an increase of $5approximately $6 or 20.8%24% from the $24 daily average net rental rate recognized during the three months ended September 30, 2020.March 31, 2021. Price enhancements were derived leveraging our dynamic pricing model and higher rental rates due to the tight car market supply. 

 

 

● 

Cost of revenue totaled $6.7$6.6 million for the three months ended September 30, 2021,March 31, 2022, an increase of $2.8$1.9 million or 71.8%40.0% from $3.9$4.7 million recognized during the three months ended September 30, 2020. Normalized for intra-year volatility ofMarch 31, 2021. The increase was primarily attributed to a increase in claims and insurance premium costs as well as from increased rental days during the claims portfolio performance in 2021, cost of revenue has increased by about 46.0%, slightly higher than the revenue growth of 43.0%.period. 

 

 

● 

Gross profit totaled $3.0$2.9 million for the three months ended September 30, 2021,March 31, 2022, an increase of $0.1$0.2 million or 3.4% from $2.97% over the $2.7 million recognized during the three months ended September 30, 2020.March 31, 2021. The modest increase in revenues and gross profit werewas primarily attributed to favorable pricing and higher net rental rate and days partially offset by an increase inhigher insurance premiums, claims and merchant fees. Our gross profit margin increased to 30.7% for the three months ended September 30, 2021 showing sequential quarter improvement from 24.2% normalized (8.9% actual) of claims portfolio performance for the three months ended June 30, 2021. The increase was primarily as result of claims process improvements, a focus on cost efficiency and dynamic pricing.claims-related costs described above.

 

 

● 

OperatingOperating expenses, consisting of general and administrative, sales and marketing, and research and development expenses, totaled $9.1$8.3 million for the three months ended September 30, 2021, an increaseMarch 31, 2022, a decrease of $4.4$1.7 million or 93.6%17% over $4.7$9.9 million recognized during the three months ended September 30, 2020.March 31, 2021. These additional operating expensessavings were incurred to enablederived through a focus on reducing non-growth related expense, automating sales efforts and support growth and scale across all functional areas. These expenses included costs incurred for the enhancement of the technology platform, on-going efforts at stimulating demand and visibility through marketing,processes, lower stock-based compensation, as well as growing our customer support/sale organization.targeted headcount/payroll reductions.

 

 

● 

Net loss totaled $(6.1)$(5.3) million for the three months ended September 30, 2021,March 31, 2022, an increasedecrease of $(4.3)$1.9 million or approximately 238.9%26% over the $(1.8)$(7.2) million net loss recognized during the three months ended September 30, 2020.March 31, 2021. The increasedecrease in net loss was primarily driven by the higher cost of revenue and operating expenses as noted above, partially offset by the higher net revenue recognized during the three months ended September 30, 2021.expense savings described above. 

 

 

● 

Adjusted EBITDA (which is a non-GAAP financial measure as described above) totaled $(5.1)$(4.1) million for the three months ended September 30, 2021,March 31, 2022, an increase of $(3.5)$(0.7) million or 217.5%21% from $(1.6)$(3.4) million recognized for the prior year quarter ended September 30, 2020.March 31, 2021.

 

 

Management's Plan 

 

We have incurred operating losses since Inception and historically relied on debt and equity financing for working capital. Going forward, the Company intends to fund its operations through increased revenue from operations and the funds raised through sales of its securities. We completed an underwritten public equity offering on February 9, 2021, consisting of an aggregate of 2,530,000 million shares of our common stock at a public offering price of $11.75 per share, which included the exercise in full of the underwriters’ option. This provided approximately $29.7 million in gross proceeds to the Company, before underwriting expenses and other costs.

 

With approximately 329,000314,000 quarterly rental days in the thirdfirst quarter of 2021,2022, our annualized rental day run rate has reached over 1,300,000is close to 1.3M per year. Our business model and platform allow us to potentially leverage new opportunities and create a larger market with ridesharing, food and package delivery services. Two thirds of the Drivers on our platform are now predominantly delivery oriented and the opportunity is accelerating in the local delivery as a service environment. We continue to expect revenue growth in 2021during the remainder of 2022 and beyond as we continue to focus on increasing our car supply to meet the driver demand and other promotional efforts related to our car sharing marketplace platform.

 

As part of our focus to increase car supply, the Company's strategic partnership with AmeriDrive Holdings is intended to create a national network of vehicle supply and fleet maintenance operations and is expanding our operations in the Southeast United States. On February 10, 2021, TrueCar announced a partnership with HyreCar to provide its car sharing marketplace with a modern digital car buying and trade-in solution. The TrueCar partnership offers a potential way to address the automobile trade-in market in a relevant and effective manner for dealers and customers. TrueCar helps create awareness that vehicle dealers can benefit from serving the TaaS industry via the Company's platform. We believe both the AmeriDrive and TrueCar relationships enhance our ability to increase revenue.

 

Based on the capital currently on hand, as well as increasing revenue levels through the normal course of business, we believe the Company has sufficient resources to continue to operate its business forThroughout the next 12 months, although the Company intends to fund its operations through revenue from timeoperations, current cash reserves and through equity/debt financial instruments including the available ATM Agreement. The estimated cash flows combined with opportunities to time explores meansaccess capital lead us to raise additional capital.believe the Company will have sufficient resources to operate its business. The current top 10 U.S. state markets in our geographic footprint, and our volumes of quarterly rental days and net revenue from the quarters ended September 30, 2019March 31, 2020 through September 30, 2021,March 31, 2022, is detailed below.

 

graph01.jpghyrecarquarterlyrentaldaysan.jpg

 

Components of Our Results of Operations 

 

The following describes the various components that make up our results of operations, discussed below: 

 

Revenue is earned from fees associated with matching Owners of cars that meet the strict requirements imposed by ride-sharing services such as Uber and Lyft with Drivers. A Driver will typically rent a car through one transaction via our on-line marketplace. We recognize GAAP reportable revenue primarily from a transaction fee and an insurance fee when a car is rented on our platform when the Company, 1) identifies the contract with the customer, 2) identifies the performance obligations in the contract, 3) determines the transaction price, 4) determines if an allocation of that transaction price is required to the performance obligations in the contract, and 5) recognizes revenue when or as the Company satisfies a performance obligation. 

 

Cost of revenue primarily include direct fees paid for driver insurance, insurance claim payments based on the policy in effect at the time of loss, merchant processing fees, technology and hosting costs, and motor vehicle record fees incurred for paid driver applications. 

 

General and administrative costs include all corporate and administrative functions that support our business. These costs also include payroll for officers and operational staff, stock-based compensation expense, consulting costs, professional fees, and other costs that are not included in cost of revenue. Research and development costs are related to activities such as user experience and user interface development, database development and maintenance, and technology related expenses to research, improve, implement, or maintain technology and systems utilized throughout our enterprise. Research and development costs are expensed as incurred. Sales and marketing expenses primarily consist of personnel-related compensation costs, commissions expenses, advertising expenses, and marketing partnerships with third parties. Sales and marketing costs are expensed as incurred.

 

Other income/expense includes non-operating income and expenses including interest income and expense. 

 

 

Results of Operations

 

Three Months Ended September 30, 2021March 31, 2022 compared to Three Months Ended September 30, 2020March 31, 2021

 

Revenue and Gross Profit. Revenue totaled $9.7$9.6 million for the three months ended September 30, 2021,March 31, 2022, an increase of $2.9$2.2 million or 42.6%28.2% over the $6.8$7.4 million of revenue recognized during the three months ended September 30, 2020.March 31, 2021. Rental days totaled approximately 329,000,314,000, an increase of 56,00014,000 rental days or 20.5%4.7% compared to the prior year period. The daily average net rental rate for the three months ended September 30, 2021March 31, 2022 was $29,$30, an increase of $5$6 or 20.7%24% from $24$24 daily average net rental rate recognized during the three months ended September 30, 2020.March 31, 2021. Gross profit totaled $3.0$2.9 million for the three months ended September 30, 2021,March 31, 2022, a modest increase of $0.1$0.2 million or 3.4%7% over the $2.9$2.7 million gross profit recognized during the three months ended September 30, 2020. Gross profit margin increased to 30.7% for the three months ended September 30,March 31, 2021 from 24.2% normalized for one-off and prior period claims (8.9% actual) for the three months ended June 30, 2021. . The increase in gross profit margin was primarily as result of claims process improvements and dynamic pricing. Overall, the increase in revenue and gross profit were primarily attributed to favorable pricing and higher net rental rate and days partially offset by an increasehigher insurance and claims-related costs. Gross profit margin was seasonally slightly lower at 31% for the three months ended March 31, 2022 compared to 34% in insurance premiums, claims and merchant fees.Q4 of 2021 up from a normalized 24% in Q2 of 2021. This decrease was attributed to due to more frequent losses during winter months. 

 

Operating Expenses. Operating expenses, consisting of general and administrative, sales and marketing, and research and development expenses totaled $9.1$8.3 million for the three months ended September 30, 2021,March 31, 2022, an increasedecrease of $4.4$1.7 million or 93.6%17% over $4.7$9.9 million in such expenses recognized during the three months ended September 30, 2020. The additional operating expenses were incurred to enable and support growth and scale the Company across its functional areas. These expenses included costs incurred for the enhancement of the Company's technology platform, efforts at stimulating demand through marketing, as well as scaling our customer support/sales organization.March 31, 2021. General and administrative expenses totaled $4.7$4.5 million for the three months ended September 30, 2021,March 31, 2022, an increasedecrease of $2.6$1.2 million or 123.8%20% over $2.1$5.7 million recognized during the three months ended September 30, 2020. Additional expenditures were primarily geared towards customer supportMarch 31, 2021, achieved through a focused reduction of non-growth related expenses and centralized operations supporting the platform, third party support for strategic initiatives, recruitment costs, non-cashdecreased stock-based compensation expense of equity grants and general and administrative functions to scale and overall business insurance.compensation. Sales and marketing expenses totaled $2.5$2.2 million for the three months ended September 30, 2021,March 31, 2022, an increasedecrease of $0.7$0.5 million or 38.9%18% over $1.8$2.7 million of sales and marketing expenses recognized during the three months ended September 30, 2020. The increase was primarily attributedMarch 31, 2021, thanks to an increaseefficiency gains in digital advertising andboth sales personnel.headcount as well as more targeted marketing spend. Research and development expenses totaled $2.0$1.5 million for the three months ended September 30, 2021, an increase of $1.2 million or 150.0% over $0.8March 31, 2022, compared to $1.5 million of research and development expenses recognized during the three months ended September 30, 2020. The increase was primarily attributed to growthMarch 31, 2021, a stable result highlighting: increased efficiency in technology infrastructure support related to the enhancementautomation of recurring spend and maintenance of our digital marketplace technologydecrease in stock-based compensation, offset with re-invested spend into platform optimization, new features and the hiring of external consultants to supplement and speed up these efforts.scaling.

 

Loss from Operations. Loss from operations totaled $(6.2)$(5.3) million for the three months ended September 30, 2021,March 31, 2022, an increasedecrease of $(4.4)$1.9 million or 244.4%26% over a $(1.8)$(7.2) million loss from operations for the three months ended September 30, 2020.March 31, 2021. The increasedecrease in loss from operations was primarily driven by higher cost of revenue andthe operating expenses as detailed above, partially offset by the higher net revenue recognized during the three months ended September 30, 2021.expense savings described above.

 

Other (Income) Expense. Other (Income) Expense totaled ($2,140)3,162) for the three months ended September 30, 2021,March 31, 2022, an increase of $73,559$3,585 in income or 103.0%848% compared to $71,419$423 of net expense for the three months ended September 30, 2020. The increase in other income was primarily due to higher interest income from money market account and partially offset by non-operational expenses and loan interest expense.March 31, 2021

 

Net Loss. Net loss totaled $(6.1)$(5.3) million for the three months ended September 30, 2021,March 31, 2022, an increasedecrease of $(4.3)$1.9 million or 238.9%26% over a $(1.8)$(7.2) million net loss recognized during the three months ended September 30, 2020.March 31, 2021.

 

 

Nine Months Ended September 30, 2021 compared to Nine Months Ended September 30, 2020

Revenue and Gross Profit. Revenue totaled $26.2 million for the nine months ended September 30, 2021, an increase of $8.0 million or 44.0% over the $18.2 million of revenue recognized during the nine months ended September 30, 2020. Rental days totaled approximately 963,000 rental days, an increase of 229,000 rental days or 31.2% compared to the prior year period. The daily average net rental rate for the nine months ended September 30, 2021 was $27, an increase of $3 or 12.5% from $24 daily average net rental rate recognized during the nine months ended September 30, 2020. Gross profit totaled $6.5 million for the nine months ended September 30, 2021, a decrease of $1.1 million or 14.5% over the $7.6 million gross profit recognized during the nine months ended September 30, 2020. Gross Profit Margin decreased to 24.8% for the nine months ended September 30, 2021 from 41.8% for the nine months ended September 30, 2020. Gross Profit Margin would have been 29.0% for the nine months ended September 30, 2021 not including $1.1 million in one-off items related to prior periods (prior to January 1, 2021) and technical issues related to the transition between insurance claims processing partners.

Operating Expenses. Operating expenses, consisting of general and administrative, sales and marketing, and research and development expenses totaled $29.2 million for the nine months ended September 30, 2021, an increase of $11.9 million or 68.8% over $17.3 million recognized during the nine months ended September 30, 2020. The increase in operating expenses was to enable and support growth across all functional areas and non-cash stock-based compensation expense related to annual equity grants spread amongst personnel in various company functions including grants for consultants, officers and directors. These investments were aimed at enhancing the technology platform, efforts at stimulating demand through marketing, as well as scaling our customer support/sales organization. General and administrative expenses totaled $16.6 million for the nine months ended September 30, 2021, an increase of $7.4 million or 80.4% over $9.2 million recognized during the nine months ended September 30, 2020. In addition to non-cash stock-based compensation, additional investments were primarily geared towards customer support and centralized operations supporting the platform, third party support to support strategic initiatives, recruitment costs, preparing General and administrative functions to scale and overall business insurance. Sales and marketing expenses totaled $8.0 million for the nine months ended September 30, 2021, an increase of $2.0 million or 33.3% over $6.0 million of sales and marketing expenses recognized during the nine months ended September 30, 2020. The increases was primarily attributed to an increase in digital advertising and sales personnel. Research and development expenses totaled $4.6 million for the nine months ended September 30, 2021, an increase of $2.5 million or 119.0% over $2.1 million of research and development expenses recognized during the nine months ended September 30, 2020. The increase was primarily attributed to growth in technology infrastructure support related to the enhancement and maintenance of our digital marketplace technology platform, and the hiring of  external consultants to supplement and speed up these efforts.

Loss from Operations. Loss from operations totaled $(22.7) million for the nine months ended September 30, 2021, an increase of $(13.0) million or 134.0% over the $(9.7) million loss from operations for the nine months ended September 30, 2020. The increase in loss from operations was driven by the higher cost of revenue, operating expenses and non-cash stock-based compensation expense described above, partially offset by the higher net revenue recognized during the nine months ended September 30, 2021.

Other (Income) Expense. Other (Income) Expense totaled ($1,886) for the nine months ended September 30, 2021, an increase of $37,183 in income or 105.3% compared to $35,297 of net expense for the nine months ended September 30, 2020. The increase in other income was primarily due to higher interest income from money market account and partially offset by non-operational expenses and loan interest expense.

Net Loss. Net loss totaled $(22.7) million for the nine months ended September 30, 2021, an increase of $(12.9) million or 131.6% over the $(9.8) million net loss recognized during the nine months ended September 30, 2020. 

18

Liquidity and Capital Resources

 

As of September 30, 2021,March 31, 2022, our principal sources of liquidity were cash and cash equivalents of $16,743,4837,977,260 compared to $4,923,51511,499,136 as of December 31, 2020.2021. Cash and cash equivalents include money market deposit accounts denominated in U.S. dollars. We also had additional Restricted Cash balances of $2,994,542 as March 31, 2022 which relates to amounts held in a restricted bank account at Cogent Bank as collateral for the amount pledged by the Company to secure a revolving line of credit made by Cogent Bank to AmeriDrive, as well as escrow accounts held for our insurance claims processing partner to pay out claims. Cash, cash equivalents and restricted cash altogether totaled $ 10,971,802 as of March 31, 2022.

 

In FebruaryOn November 9, 2021, we received net proceeds of $27.6 million upon the completion ofCompany entered into an underwritten public offering of an aggregate of 2,530,000 million sharesEquity Offering Sales Agreement (the “ATM Agreement”), with D.A. Davidson & Co. and Northland Securities, Inc. (collectively, the “Agents"), pursuant to which the Agents act as the Company’s sales agent with respect to the offer and sale from time to time of common stock at a public offeringhaving an aggregate gross sales price of $11.75 per share, after deducting underwriting discounts and commissions and offering expenses.up to $50 million in “at-the market-offerings.” We did not effect any sales of shares under the ATM program in 2021 nor by the date of this report in 2022, however, can utilize the program if the need arises.

 

We have primarily financed our operations through proceeds from public offerings, PPP Loan proceeds, and revenue received through our platform. As a result of the February 2021 financing, we believe our existing cash and cash equivalents andequivalent assets, together with proceeds from revenue generating activities and access to liquidity through our ATM program and other equity/debt offerings will be sufficient to meet our working capital and capital expenditures needs over at least the next 12 months more fully described in Management's Plan above, although the Company from time to time may seek to raise additional capital to further support its plans and operations.“Management's Plan” above.

 

Our future capital requirements will depend on many factors, including, but not limited to our growth, our ability to attract and retain drivers and car owners on our platform, the continuing market acceptance of our service offerings, the timing and extent of spending to support our efforts to improve our customer experience, actual insurance payments for which we have made reserves, the timing and extent of investment we are making in policy, government relations, and the expansion of sales and marketing activities. Further, we may in the future enter into arrangements to acquire or invest in businesses, products, services and technologies. We may decide to, or be required to, seek additional equity or debt financing for any of these reasons, or others that may arise. If we are unable to raise additional capital in the future, or generate greater revenues, we may need to curtail expenditures by scaling back certain sales, marketing and marketingdevelopment expenses.

 

 

Cash Flows

 

Net cash used in operating activities was $14,472,228$3,567,143 for the ninethree months ended September 30,March 31, 2022. This consisted primarily of a net loss of $ (5,327,483) offset by non-cash stock-based compensation expense of $1,179,288 largely driven by the recognition of costs related to restricted stock unit grants. Additionally, there were material increases in accounts payable of $1,476,832, partially offset by decreased accrued liabilities of $625,011 for the three months ended March 31, 2022

Net cash used in operating activities was $6,784,011 for the three months ended March 31, 2021. This consisted primarily of a net loss of $(22,690,342)$7,206,535 offset by non-cash stock-based compensation expense of $6,989,942$3,767,674 largely driven by the recognition of costs related to annual restricted stock unitunits annual equity grants. Additionally, there were increaseswas an increase in insurance deposits of $1,462,171 and accounts payable of $1,420,333 through insurance premium deposits$1,808,861 and claims paid as well as accrued liabilities of $1,918,592 primarily driven by the insurance premiums accrual for the nine months ended September 30, 2021 compared to the year ended December 31, 2020 wherein the revised contract allowed deferral of payment for approximately six months. These cash flow increases were partially offset by increase in other current assets of $477,574, and decrease in insurance reserves of $149,430.$365,905 and accrued liabilities $3,532,625.

 

Net cash used in operatinginvesting activities was $5,940,140$208,462 for the ninethree months ended September 30, 2020.March 31, 2022. This consisted primarily of a net loss of $(9,751,311) offset by non-cash stock-based compensation expense of $2,610,412 largely driven byreflects the recognition of costs related to stock options and restricted stock unit grants. Additionally, there were increasesinvestment in accounts payable of $596,840 and accrued liabilities of $1,159,323 and increasesoftware capitalized as intangible asset during the quarter. 

Net cash used in insurance deposit of $749,454.investing activities was $0 for the three months ended March 31, 2021.

 

Net cash provided by financing activities was $27,885,256$0 for the ninethree months ended September 30,March 31, 2022.

Net cash provided by financing activities was $28,111,756 for the three months ended March 31, 2021, which primarily consists of gross proceeds from the sale of common stock in our February 2021 public offering of $29,727,500, proceeds from the exercise of warrants of $124,540 and stock options of $159,521,$64,540, partially offset by offering costs of $2,126,305.

Net cash provided by financing activities was $2,071,335 for the nine months ended September 30, 2020, which primarily consists of net proceeds received from the PPP Loan and proceeds from the exercise of options.$1,680,284.

 

Capital Management

 

We aim to manage capital so that we will maintain optimal returns to shareholders and benefits for other stakeholders. We also aim to maintain a capital structure that ensures the lowest cost of capital available to the Company. We regularly review the Company’s capital structure and seek to take advantage of available opportunities including financial equity financing and debt leverage to accelerate growth opportunities.

 

For the ninethree months ended September 30,March 31, 2022 and 2021, and 2020, there were no dividends paid and we have no plans to commence the payment of dividends. We have no current plans to raise capital through the sale of shares of our common stock, but we continue to assess market conditions and the Company’s cash flow requirements to ensure the Company is appropriately funded.

 

There is no significant external borrowing as of September 30, 2021.March 31, 2022. Neither the Company nor any of the subsidiaries are subject to externally imposed capital requirement.

 

Critical Accounting Policies, Judgments, and Estimates

 

Our consolidated financial statements and the related notes thereto are prepared in accordance with GAAP. The preparation of condensed consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. There have been no material changes to our critical accounting policies and estimates as of September 30, 2021.March 31, 2022.

 

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements (as defined in the rules and regulations of the SEC) that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material investors.

 

Recently Issued Accounting Pronouncements

 

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our financial statements appearing in this Quarterly Report on Form 10-Q.

 

Emerging Growth Company Status

 

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may, therefore, not be comparable to those of companies that comply with such new or revised accounting standards.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 229.10(f)(1).

 

 

Item 4. Controls and Procedures

 

Limitations on Effectiveness of Controls and Procedures

 

The term “disclosure controls and procedures,“ as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact there are resource constraints and management are required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934). Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded our disclosure controls and procedures were effective as of September 30, 2021.March 31, 2022.

 

Changes in Internal Control Over Financial Reporting

 

There was no change in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(f) and 15d-15(f) under the Exchange Act) has occurred during the three months ended September 30, 2021March 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

On August 27, 2021, a putative securities class action complaint captioned Baron v. HyreCar Inc.Hyrecar Inc. et al.al., Case No. 21-cv-06918, was filed in the United States District Court for the Central District of California against the Company; its Chief Executive Officer, Joseph Furnari; and its former Chief Financial Officer, Robert Scott Brogi. This action asserts claims and seeks damages for alleged violations of sections 10(b) and 20(a) of securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The proposedalleged class period is May 14, 2021 to August 10, 2021, inclusive. Pursuant to the Private Securities Litigation Reform Act, on November 19, 2021, the Court appointed Turton Inc. to serve as Lead Plaintiff. Lead Plaintiff then filed an amended complaint (the “First Amended Complaint”). The complaint asserts claims and seeks damages forFirst Amended Complaint alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, alleging that the defendants made material misrepresentations or failed to disclose material facts that, (1)among other things, the Company had materially understated its expenses and insurance reserves; (2)reserves in coordination with a third-party adjuster which Lead Plaintiff alleged was conflicted. On December 27, 2021, the Company hadand the individual defendants moved to dismiss the First Amended Complaint, arguing that Lead Plaintiff failed to pay valid insurance claims incurred prioradequately plead that any of the Company’s public statements were materially false or misleading, or that defendants acted with scienter– meaning defendants either knew those statements were false or were deliberately reckless to their truth or falsity at the class period; (3)time they were made. On February 16, 2022, the Court (Hon. Percy Anderson) granted defendants’ motion to dismiss on the basis that Lead Plaintiff failed to adequately plead any of defendants’ statements were materially false or misleading. Because the Court ruled that Lead Plaintiff did not sufficiently plead falsity, the Court did not address the additional arguments regarding scienter at the time. The Court permitted Lead Plaintiff leave to amend its complaint. Plaintiff filed its Second Amended Complaint on March 21, 2022. The Second Amended Complaint asserts the same violations of the Exchange Act and Rule 10b-5, again alleging, among other things, HyreCar made materially false or misleading statements related to its first quarter 2021 reserves, and by extension misstated expenses and revenues. On April 4, 2022, the Company had incurred significant expense transitioning its new third-party insurance claims administrator and processing claims incurred from prior periods; (4)individual defendants moved to dismiss the Company did not appropriately price risk in its insurance products and was experiencing elevated claims incidence as a result; (5)Second Amended Complaint on the Company reformed its claims underwriting, policies and procedures in responsebasis that Plaintiff failed to high claims severity and customer complaints; and (6) as a result,plead sufficient facts that would cure the Company’s operations and prospects were misrepresented.  Pursuant to the Private Securities Litigation Reform Act, the deadline for lead plaintiff applications was October 26, 2021, and on that day, four applications for appointment of lead plaintiff and lead plaintiff’s counsel were filed, with the motions set for hearing on November 29, 2021. As provideddeficiencies identified in the Court’s order on the parties’ scheduling stipulation,first motion to dismiss—i.e., that Plaintiff again failed to plead that any statements were materially false or misleading when made—and Plaintiff failed to plead that defendants acted with scienter. On April 21, 2022, the selected lead plaintiff must filecase was transferred to a consolidated or amended complaint, or notifynew judge, and on April 27, 2022, the courtCourt issued a Reassignment Order that, it intends to rely onamong other things, vacated all hearing dates. The Company will re-notice the current complaint, within 14 days of entry of an order appointing lead plaintiff and lead plaintiff’s counsel, and defendants then have 21 days to movehearing for its motion to dismiss or otherwise respond to the operative complaint.Second Amended Complaint and expects it will be heard on August 25, 2022. The Company believes that the allegations in this lawsuit are without merit and will continue to vigorously defend against them. The Company’s chances of success on the merits are still uncertain and any possible loss or range of loss cannot be reasonably estimated.

 

Item 1A. Risk Factors

 

Our business, financial condition, results of operations, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in our most recent Annual Report on Form 10-K for the year ended December 31, 2020,2021, the occurrence of any one of which could have a material adverse effect on our actual results.

 

There have been no material changes to the Risk Factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.2021.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit

   

Incorporated by Reference

 

Filed

Number

 

Exhibit Description

 

Form

 

File No.

 

Exhibit

 

Filing Date

 

Herewith

             

3.1

 

Amended and Restated Certificate of Incorporation of the Registrant.

 

S-1

 

333-225157

 

3.5

 

May 23, 2018

  
             

3.2

 

Amended and Restated Bylaws of the Registrant

 

S-1

 

333-225157

 

3.7

 

May 23, 2018

  
             

31.1

 

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

         

X

             

31.2*

 

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         

X

             

32.1

 

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

         

X

             

32.2*

 

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         

X

             

101.INS

 

Inline XBRL Instance Document

         

X

             

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

         

X

             

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

         

X

             

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

         

X

             

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

        ��

X

             
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document         X
             

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

         

X

 

 

*

This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

HyreCar Inc.

   

Date: November 9, 2021May 16, 2022

By:

/s/ Joseph Furnari

  

Joseph Furnari

  

Chief Executive Officer

(Principal Executive Officer)

   
 

HyreCar Inc.

   

Date: November 9, 2021May 16, 2022

By:

/s/ Serge De Bock

  

Serge De Bock

  

Chief Financial Officer
(Principal Financial and Accounting Officer)

 

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